Australian Securities and Investments Commission v Vocation Limited (In Liquidation) [2019] FCA 807

FEDERAL COURT OF AUSTRALIA Australian Securities and Investments Commission v Vocation Limited (In Liquidation) [2019] FCA 807 File number: NSD 1679 of 2016

Judge: NICHOLAS J

Date of judgment: 31 May 2019

Catchwords: Corporations – continuous disclosure obligations – ASX Listing Rule 3.1 – s 674(2) of the Corporations Act 2001 (Cth) (Act) – listed public company with wholly owned subsidiaries each of which was a registered training organisation (RTO) providing vocational education and training in Victoria in accordance with funding contracts entered into with the Victorian Department of Education and Early Childhood Development (DEECD) – where DEECD reasonably suspected RTOs had breached their funding contract – where DEECD imposed contractual measures pursuant to provisions of funding contracts withholding payment of moneys claimed and suspending new enrolments by RTOs – whether existence of such measures was information that company was required to disclose pursuant to ASX Listing Rule 3.1 – whether a reasonable person would expect such information to have a material effect if it were generally available on the price or value of the company's shares – whether company contravened s 674(2) of the Act by failing to disclose such information CORPORATIONS – whether ASX announcement made by company relating to funding contracts and withholding of payments was misleading or deceptive or likely to mislead or deceive – whether company contravened s 1041H by making such announcement CORPORATIONS – whether completed due diligence questionnaire (DDQ) provided by company to proposed underwriter of proposed equity capital raising was misleading or deceptive or likely to mislead or deceive – whether company contravened s 1041H of the Act by providing DDQ to proposed underwriter CORPORATIONS – whether directors of company contravened s 674(2A) by causing or permitting company to contravene s 674(2) of the Act by abetting or being knowingly concerned in such contravention CORPORATIONS – whether directors and officer of company contravened s 180(1) by failing to exercise care and diligence in causing or permitting company to contravene s 674(2) or s 1041H of the Act